Designer Getting Started Guide

Transcription

®
Designer
Getting Started Guide
www.scala.com
for
Designer
Release 6
www.scala.com
Designer
Copyright © 1993 to 2012 Scala Inc. All rights reserved.
Published by Scala Incorporated, Exton, PA
No part of this publication, nor any parts of this package may be copied or
distr buted, transmitted, transcr bed, recorded, photocopied, stored in a
retrieval system, or translated into any human or computer language, in any
form or by any means, electronic, mechanical, magnetic, manual or
otherw ise, or disclosed to third parties w ithout the prior w ritten permission of
Scala Incorporated.
Trademarks
The follow ing are trademarks or registered trademarks of the companies
listed, in the United States and other countries.
Scala, Scala Player and the
logo: Scala Incorporated.
Warranties and Disclaimers
The follow ing paragraph does not apply to the United Kingdom or any other
country w here such provisions are inconsistent with local law .
Scala Incorporated provides this publication “as is” w ithout any w arranty of
any kind, either express or implied, including, but not limited to, the limited
w arranties of merchantability or fitness for a particular purpose. Some states
do not allow disclaimer or express or implied w arranties in certain
transactions, therefore this statement may not apply to you.
This publication could include technical inaccuracies or typographical errors.
Changes are periodically made to the information herein: these changes w ill
be incorporated in new editions of the publication. Scala may make
improvements and/or changes in the product(s) and/or the program(s) in this
publication at any time.
It is possible that this publication may contain reference to, or information
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intends to announce such Scala products or services in your country.
Requests for technical information about Scala products should be made to
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matter in this document. The furnishings of this document does not give you
any license to these patents. Send license inquires, in w riting to Scala Inc.,
350 Eagleview Blvd, Suite 350; Exton, PA 19341, USA
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Table of Contents
Table of Contents ............................................................ 2
Preface ............................................................................ 4
In this Guide ................................................................ 4
Other Resources ......................................................... 4
Important Note about Software Dongles .................... 5
Introducing Designer ....................................................... 6
System Requirements..................................................... 8
Before You Install............................................................ 9
Installing Designer ........................................................ 10
Installation Steps ....................................................... 10
Starting Designer .......................................................... 30
Activating Designer ................................................... 30
Welcome to Scala Designer...................................... 31
The Designer Interface.............................................. 32
Creating a Script ........................................................... 34
Defining the Script Size............................................. 34
Adding a Page ........................................................... 35
The Page View .......................................................... 37
Entering Text ............................................................. 38
Changing Font, Color and Style................................ 39
Moving a Text Element ............................................. 42
Importing a Graphic or Video .................................... 42
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Transitions ................................................................. 44
Returning to Main View ............................................. 45
EX Columns .............................................................. 47
Changing Timing ....................................................... 47
Adding Sound ............................................................ 49
Playing a Script ......................................................... 51
Saving a Script .......................................................... 52
Publishing a Script ........................................................ 53
Sharing and Archiving a Script ..................................... 57
Doing More with Designer ............................................ 58
Getting Updates ............................................................ 59
Scala End User License Agreement............................. 60
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Preface
We know you are anxious to get started and install the
software, however this Getting Started Guide contains
the instructions required for a successful installation.
It is important for users to read through the guide
BEFORE you install the software so you can understand
the options, settings and configurations of the program.
In this Guide
This Getting Started Guide will help you install and learn
the basics about Designer, including:

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The Scala Workflow
Installing Designer
Starting Designer
Creating a script
Publishing a script
Other Resources
In addition to this guide, additional resources are
available:
User Manuals provide a complete reference for all the
features of Designer. These are available on the
installation disc as well as online (See Extras).
Release Notes provide addition information about
changes since the manual was published and advanced
subjects including data integration. A shortcut is
installed in the Windows Start Menu or visit
http://www.scala.com/releasenotes.
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Updates shows which updates are available for the
product(s) you have currently licensed.
Visit http://www.scala.com/updates.
Extras is a resource of information and inspiration, from
documentation to examples and more.
Visit http://www.scala.com/extras.
Support provides help through FAQs and a Discussion
Forum. Visit http://www.scala.com/support.
Services and Training are available to help you get the
most out of your digital signage network. Visit
http://www.scala.com/services.
Important Note about Software Dongles
Scala Content Manager and Designer come with USB
keys (dongles).
To ensure the correct driver is installed and used,
please do not insert the dongle(s) until requested by
the installer program.
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Introducing Designer
Scala Designer is a truly unique and diverse application
which allows you to create stunning and imaginative
multimedia productions - utilizing motion, color,
graphics, text animation, sound design and special
effects - while creatively highlighting the message you
want to emphasize.
Designer provides users with the ability to create and
publish content to…
Content Manager for Scala Players in a Scala
Enterprise network.
QuickStart for Scala Players using the QuickStart
service.
SignChannel for SignChannel-compatible devices.
Content created with Designer ranges from dynamic
presentations to interactive applications to data-driven
information.
Although Scala supports a wide variety of media formats
from video to Flash, only Designer has these benefits:

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
Creates content in the native Scala format.
Can be used to create Scala Templates.
Can mix high quality motion with dynamic data.
In a Scala Enterprise network, Designer is part of a
workflow process, allowing users to create scripts and
templates, manage them in Content Manager and play
them in Player.
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Creative designers use Designer to create scripts and
Templates. Media can also be uploaded directly to
Content Manager.
Message editors use Content Manager to create and
edit Messages using Templates.
A schedule manager works in Content Manager to set
up Playlists consisting of media, Scripts and Messages,
and schedules when the Playlists will appear.
A network administrator uses Content Manager to
manage and monitor Players, ensuring content is
playing properly.
In advertising-based networks, sales managers would
use Ad Manager to price and sell ad inventory on the
network.
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System Requirements
Before installing Designer, make sure you have a
system that meets Scala’s recommended specifications.
If you have already chosen hardware for your Player(s),
your Designer system should be equal or better.
Required Operating Systems

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Windows 7 Home Premium, Professional,
Ultimate (32 or 64 bit)
Windows Vista Business, Ultimate (32 or 64 bit)
Windows XP Professional SP3 (Pro or
Embedded)
Required Hardware
For the latest list of pre-configured, Scala optimized,
systems please visit;
http://www.scala.com/hardware
then select the link:
What hardware is recommended for Scala Designer
or Player?
There is also a downloadable PDF guide for Designer
and Player Recommendations at this website for custom
configurations that may be more suited to your network
or budget.
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Before You Install
Designer is classified as an authoring tool, meaning it is
designed to assemble media into a production. That
media (eg: images, video, sounds, etc.) may come from
other sources, but you may be creating some of that
yourself, or need to modify media that you receive from
others.
Therefore it is recommended to install Designer on a
system that has other creative production tools so you
can create and modify media as needed.
Specifically you should consider having Adobe
Photoshop installed so you can take advantage of
Scala’s Photoshop Export Plug-in. This allows you to
design in Photoshop and add motion in Designer.
Designer comes with over 3 gigabytes of clipart
including images, videos, sounds and examples. Make
sure you have enough space on your drive for this.
Scripts made with Designer are published to Content
Manager via HTTP. You will need to know the URL and
have a user name and password in order to use this
feature.
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Installing Designer
Installing Scala Designer is a relatively simple process
when followed closely. The install wizard will allow the
user to quickly install the product.
Here’s what will be installed:
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Scala Designer
Windows Media Player
DirectX
Python (special Scala version)
MainConcept MPEG 2 and H.264 Decoders
Photoshop Export Plugin (optional)
Suggested components you may wish to install:


Flash – To allow Designer to show SWF files.
Acrobat – To read Scala documentation.
Installation Steps
1. Insert the Disc
Insert the Designer disc into your computer. The
installer should run automatically.
Another option is to right click on Start and select
Explore. Open the drive for the disc. Then run
setup.exe by double clicking on the icon.
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2. Welcome
The Welcome dialog box offers the option of opening
the Getting Started Guide in PDF format. Click Next to
continue.
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3. Third Party Components
Here you can choose to install additional components
which are recommended but not installed automatically.
Click Yes or No to continue.
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4. End User License Agreement
Select the “I accept the agreement” button. The full
EULA can be read here and is also available at the end
of this document. Click Next to continue.
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5. Select Language
Choose the appropriate language and click Next.
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6. Select Destination Location
The installation path will default to the Program Files
folder. If you want to change that location click the
Browse button and select another location. Click Next
to continue.
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7. Select Components
Select the specific components of Designer that you
want to install. Click Next to continue.
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8. Select Clipart Location
The default is to install the clipart in Program Files.
Choose the appropriate location and click Next.
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9. ScalaScript Export Plug-in
The installer can install the ScalaScript Export Plug-in
for Adobe Photoshop. If you have Photoshop installed,
leave this checked and click Next. Otherwise un-check
this option before clicking Next.
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10. Video Decoders
The installer will install MainConcept’s MPEG-2 and
H.264 decoders. Click Next to continue.
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11. Python Scripting Installation
Designer provides installation of the Python scripting
language. An older version can be installed if you have
scripts that rely on it. Click Next to continue.
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12. Allow Network Connections for Designer
The Microsoft Internet Connection Firewall must allow
Designer to access network connections. Click Next to
continue.
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13. Ready to Install
You are now ready to install Designer. Click Install to
continue.
Designer will be installed on your system. The file
extraction process can be monitored with the progress
bar. This may take several minutes.
Additional 3rd Party installations may take place
depending on what you selected earlier.
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14. Welcome to Scala Script Export Plug-in
If selected, the Scala Script Export Plug-in setup will
start. Click Next to start the installation. If you did not
select to install the plug-in, skip ahead to Step 19,
Python installation.
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15. End User License Agreement
You can review the EULA, then click Agree to continue.
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16. Choose Installation Method
The Scala Script Exporter Photoshop Plug-in should
install in the correct folder. If you want to choose a
different location, select Manual. Click Next to continue.
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17. Ready to Install
The installer is ready to install. Click Next to continue.
18. Finished Installation
Click Finish.
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19. Python Installation
If selected earlier, the Python scripting installer will start
next.
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20. Insert USB Key
Designer comes with a USB key that you must insert
into a USB slot on your computer in order to operate.
Insert the USB key and wait for the device to initialize,
then click Next.
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21. Installation Complete
Once the file extraction is complete, you will have the
option of viewing the release notes and starting
Designer. Click Finish.
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Starting Designer
The installer will run Designer for you, but when you
later wish to open the program, open the Windows Start
Menu and choose All Programs > Scala Designer 5 >
Scala Designer 5.
Useful Tip: While you are in the Start menu, notice that
in addition to the program, there are shortcuts to the
Linked Content folder, the Logs folder, and several links
to Scala’s Web site for your convenience.
Activating Designer
In addition to the USB key, Designer must be activated
in order to operate. If you have not activated Designer,
the following message will appear:
You must activate Designer with a license file. You can
install the license file now or choose to defer installing
the file for up to 30 days.
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If you select “Get New License File Online”, Designer
will retrieve it from the Scala license server. You will
have the option to save a copy of your license file in the
My Documents folder.
You can also select “I have It” if you have a copy of your
license file or defer by selecting “Get it Later”.
Welcome to Scala Designer
Normally when the program opens, and before you
begin to create a new production you will see this
message:
You can view the Getting Started Guide or to start using
Designer, click OK.
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The Designer Interface
When you open Designer, you will see the Main view,
which is initially empty. Once you start creating with
Designer, more items on the screen will become
available.
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2
3
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The key parts of the Main view are:
1. Menu Bar - Contains pull-down menus for
opening, saving and closing files as well as
editing and viewing options.
2. Tool Bar - Contains buttons for common
functions.
3. Script Bar – Just below the toolbar, when scripts
are loaded, this area shows their names.
4. Page Area – The larger area of the window is
where your content, organized into pages will
appear as thumbnails.
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5. Status Bar – The bottom of the window displays
messages related to the actions you have done
in the program
Useful Tip: If there’s a button you are not familiar
with, hover the mouse pointer over it to see the Tool
Tip label. For even more detailed information, press
the F1 key, and then click on the button to learn
more.
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Creating a Script
In Designer, your productions are called scripts.
A script is a file that specifies a sequence of pages
containing audio and visual elements.
Each page is represented by a thumbnail image, but you
can toggle the display between thumbnails and text-only
columns by clicking the List button in the toolbar.
Defining the Script Size
To begin work, you need to either create a script or load
an existing script.
To create a new script:
1. Click New from the Toolbar.
2. Choose or enter a Page Size. The choice
depends on how the content will be used. For
example landscape or portrait screens, crawls,
sidebars or other smaller portions of the display,
or a video wall.
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3. For example, 1360x768 for a typical landscape
LCD screen. Click OK when done.
Note: You can also enter custom values for the size by
clicking on the numbers at the top of the window.
Adding a Page
A page consists of a background and any foreground
elements.
Under the Add pull-down menu you will see options for
creating different types of page backgrounds:
Page from Media File – adds a page with an image or
video as the background.
Plain – adds a page with a solid color or gradient
background.
Special Event – adds a non-displayed page to the
script (for audio or other non-visual actions).
Streaming Video Page – adds a page whose
background is a Streaming Media source.
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There is also an Add button in the toolbar, which does
the same action as Add Page from Media File.
To add a new page:
1. Click on the Add button or select Add Page
From Media File from the Add pull down menu.
2. This will bring up the Add Page From Media
File dialog box. The background image you
choose will be the base upon which you place
text, animation, photos and other items.
3. Select a background by navigating to the desired
folder and double-clicking the file. A background
format can include any of these file types: JPG,
PNG, GIF, TIFF, BMP, H.264, MPG, WMV, SWF
or AVI.
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The Page View
After choosing a background, you will see the Page
view, where you can add elements from the Add pulldown menu, then edit their attributes using the Design
panel at the bottom of the window.
The toolbar at the top of the window provides easy
access to common functions:
Add – imports a photo, graphic or animation onto the
page. The Add pull-down menu lets you add additional
types of elements.
Cut/Copy/Paste – standard cut, copy and paste
commands. The Edit pull-down menu has more tools for
editing elements.
Undo/Redo – undoes the last change that you made to
the page. Use Redo to cancel the effect of the last
Undo.
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Zoom – this feature allows the user to change the sizing
of the panel to preset percentages or to Fit Screen or
Full Screen options.
Element – goes to the Element panel for the type of
element you have selected, giving control over color,
scale, opacity, etc. for text, clips, animclips, text crawls
and drawing objects (line, box, oval).
Background – goes to the Background panel, where
you set attributes for the background image and
resolution.
Palette – goes to the Palette panel, where you set the
selection of available colors for text, shadow, outline,
etc.
List – goes to the List panel, where you see a listing of
all the elements on the current page. The List panel is
used to determine the sequence of events and object
layering.
Preview – plays back the current page of the
presentation.
Main – returns to the Main view.
There are additional options in the pull-down menus.
Entering Text
The most basic element is text. You can click anywhere
in the page and immediately start typing.
Each time you click on the background, you create a
new text element, which you can drag to a new location
on the page at any time.
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To create a text element:
1. Click anywhere on the page.
2. Type your name or something like “Welcome to
Scala.”
Useful Tip: Pressing Enter will move the cursor to the
next line and also create a new text element. Pressing
Shift-Enter will move the cursor to the next line, but
keep within the same text element.
Changing Font, Color and Style
You can change the font, color and style of the text,
depending on what is selected.
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If the cursor is visible, the changes will affect the next
text you type.
You can also click and drag a selection of letters.
If the text has a selection border around it, the entire
element is selected. Any style changes will affect all the
letters in the element.
To select the entire text element, press Esc or doubleclick the element.
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To change the font, click on the Font button with the
name of the font in it. You see a list in which you can
choose from any TrueType fonts installed on your
system. Select a font when you are done.
To change the color of text, click on the color within the
Face button and choose a different color. There are
additional options in the Style pop-up button next to the
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color. Colors can be modified in the Palette panel. Refer
to the User’s Guide for more information.
Common text styles like bold, italics, and underline are
also available (the B, I and U buttons) and options like
Outline, Shadow and Backdrop also have separate
buttons.
Moving a Text Element
When an element is selected, you can click and drag it
to any position on the page. Make sure the entire text
element is selected, not individual letters.
You can set the pixel position directly from the Position
tab of the Design Text panel.
Useful Tip: Ctrl+Arrow Key allows you to move/nudge
elements by one pixel in whatever direction the arrow
key is depressed. Shift+Ctrl+Arrow Key allows you to
jump 10 pixels at a time.
Importing a Graphic or Video
To import a graphic to the page, click the Add button
(the plus sign icon) in the toolbar or select Add File(s)
from the Add pull-down menu. You can import most
standard file formats including JPG, PNG, GIF, TIFF,
BMP, H.264, MPG, WMV, SWF or AVI.
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Navigate to a folder containing clips and double-click on
one. You can apply styles to clips the same as text and
you can resize the clip and try other options that apply
only to clips.
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Notice that the bottom panel has changed to Design
Clip. The Design panel adjusts to whatever type of
element you have selected.
Useful Tip: To resize proportionally, hold down the shift
while resizing. To crop an image, hold down the Alt key
and drag the handles on border of the clip.
Transitions
Adding transitions to elements on the page gives them
motion and visual excitement with zooms, and fly-ons
that you can sequence any way you want.
By default, elements start with no transition, so they
appear when the page itself appears and remain static
until a new page appears.
1. Select the desired element by clicking on it. If it
is text, make sure the entire element is selected,
not the letters within it.
2. Click on the In button on the lower left side of the
Design panel.
3. You will see the Transition panel.
4. When you select a transition, you will be able to
adjust the duration, acceleration, direction and
other options.
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5. A small preview shows the Transition’s effect.
You can see how it works on your actual content
by clicking Preview.
6. When finished, click Close. Or, to remove a
transition from an element, click Delete.
The Out button brings up the same panel to let you
choose a transition to make the element disappear or fly
away.
Returning to Main View
You are currently in the Page view, where you can edit
elements on a page. To return to the Main view, click
the Main button in the Toolbar.
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You should see your new page as a thumbnail image.
Useful Tip: In the Main view, you can adjust the size of
the preview thumbnails with the slider bar.
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EX Columns
There are several attributes shown as a row of boxes
next to the page name.
Some of them are:
No. – clicking on it lets you change the page’s name
and enable/disable it from playback.
Name – the name of the page.
Background – changes background settings for one or
multiple pages.
Transition – lets you apply a page wipe. Like elements,
a page can have a wipe, which controls how it first
appears.
Timing – sets how the page advances, which can be
after any of several things have happened.
Changing Timing
The Timing button allows the user to set timing for the
page.
To change the timing:
1. Select a page.
2. Click the Timing button for the page to open the
Timing panel at the bottom of the window.
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3. The Timing pop-up you see here lets you
choose several different choices:
Wait For Elements – the page will wait for all
the elements on the page to complete. Note: If
none of the elements have transitions or
durations of their own (eg: a video), the page will
effectively have zero duration and will only
appear briefly. Use the Duration option (below)
to specify a value.
Duration – the page will display for a fixed
period of time. Any elements still in motion at
that moment will disappear when the page
transitions to the next.
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Wait Forever – the page will not advance on its
own. Some other method, such as clicking the
mouse or using the keyboard is needed to
advance.
Record Time with Mouse – sets the page’s
timing interactively the next time you play the
script.
4. A common choice is to select Duration and
enter a value such as 10 seconds (the units are
HH:MM:SS.hh). When you have completed
setting the timing, click Close.
Adding Sound
Sounds can be added within a page, such a sound
effect, or to a page itself such as background music.
To add sound to a page:
1. Select a page.
2. Click on the Sound button for the page.
3. You will see the Sound panel.
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4. Click on the File button to choose sound file.
5. Navigate to a folder containing WAV or MP3 file
and double-click on one.
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Notice the Sound button for the page reflects that a
sound has been added.
If the sound is longer than the duration of the page, it
will continue to play over other pages. The Sound panel
has additional commands to stop and wait for playing
sounds.
Sounds can also be added to elements within a page.
Refer to the User’s Guide for more information.
Playing a Script
To view all of the pages you have added to your script,
click the Play icon in the toolbar.
The first page should appear, then the next page.
When the final page has appeared the script will loop
back to the first page.
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To exit playback at any time, press the Esc key.
There is also a Preview button, which only plays the
page(s) you have selected.
Saving a Script
Remember to save your work by clicking the Save
button on the toolbar or selecting Save from the File
pull-down menu.
Enter a file name (the .SCA extension will be
automatically added) and click Save.
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Publishing a Script
In order for a script to be used in Content Manager, it
must be published.
Before publishing you need to know the following
information:
Content Manager URL – this typically looks like:
http://hostname:8080/ContentManager
or
http://1.2.3.4:8080/ContentManager
(where 1.2.3.4 is the Content Manager IP address).
User name and password – created on Content
Manager. The account must have a Role that allows
“Publish from Designer”.
Note: If your computer is behind a proxy server, you will
need to know its URL and, if required, user name and
password for the proxy. These are entered in Designer
under Tools/Options/Network.
To publish a script:
1. Click the Publish icon from the toolbar. Publish
settings are saved as “Targets”. Select <New
Target> and click OK.
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2. The Publish panel lets you select options for
publishing a script to Content Manager.
3. In most networks the Connection Type should
be set to Content Manager Direct.
4. Click on the Content Manager Address button.
Enter the URL, User Name and Password for
your Content Manager.
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5. Click Refesh. This will test the connection to the
server and tell you the name of the Content
Manager network.
6. If you have entered the correct information, the
Available Networks button will be automatically
filled in.
7. If you see an error message, you may have
entered an incorrect URL, user name or
password. Or the server is not accessible from
your computer.
8. Click the Publish! Button.
9. You will see the publishing progress display.
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10. When it is done, click Close.
Useful Tip: Once you have published successfully, the
settings will be saved as a “Target” for the next time you
need to publish. Simply click on the Publish button in
the toolbar to publish again, or select it from the dropdown list next to the icon to use the same settings on a
new script.
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Sharing and Archiving a Script
When you import media files into your script, Designer
references them from their respective locations. It does
not embed them.
If you want to share or archive a script, you will need to
gather all the necessary media files together. The
Collect Files feature does this for you.
This function works similar to other production software.
It will save a copy of your script and create a folder with
the same name as the script containing all of the media
files. This script plus folder is a separate copy from what
you are editing, and can be archived for later use.
1. Select File from the drop-down menu and
choose Collect Files.
2. Set the Collect For button to ‘Authoring’.
This ensures the script will be editable by other
users. They must have the same fonts used by
the script.
3. Click on the Folder button to select where the
files will be collected (try the Desktop).
4. Click the Collect button.
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Doing More with Designer
Congratulations, you have made your first script. But
you have just scratched the surface of what can be
done.
For example:
Making a Template Script – Designer allows you to
turn scripts into templates where you can give users in
Content Manager the ability to fill in text or replace
specific visual elements.
Interactivity – You can turn any element on a page into
an interactive button that can control script flow, play a
sound or other features.
Device and Data Integration – Designer has powerful
scripting capabilities as well as the ability to run
VBScript, JavaScript or Python. These features enable
advanced programming to integrate with data sources,
devices or external files.
Live or Streaming Video – Designer can display live
video input as well as streaming video. Live video
requires a video capture card and the TV Tuner EX
Module.
Scrolling Tickers – Designer allows you to add text
crawl elements that can pull text from an external file or
a template filled in by a user.
To learn more about these features as well as receive
support, services and training from Scala, refer to the
Other Resources section in the Preface of this manual.
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Getting Updates
A newer version of Designer may be available. To find
out, visit http://www.scala.com/updates.
There you can enter your Designer serial number and
click Submit.
Useful Tip: You can find your Designer serial number
by going to Help/About Scala Designer in the Designer
menu bar.
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Scala End User License Agreement
This Softw are License Agreement (“Agreement”) is entered into betw een
Scala, Inc. (w hich, for purposes of this Agreement, shall be deemed to
include any majority ow ned subsidiary of Scala, Inc.) (“Scala”), and the
purchaser, licensee or user (“Licensee”) of Scala Software (as defined
below ). The terms of this Agreement also apply to any Scala Software
Updates, and/or Softw are Maintenance (as each term is defined below ) for
the Scala software, unless other terms accompany those items. If so, those
terms apply.
READ THIS LICENSE CAREFULLY. BY OPENING THE SCALA
SOFTWARE PRODUCT PACKAGING AND/OR USING THE SCALA
SOFTWARE, LICENSEE AGREES TO BE BOUND BY THE TERMS AND
CONDITIONS OF THIS AGREEMENT.
If Licensee does not agree to the terms of this Agreement prior to opening the
Scala Software packaging or installing the Scala Software, Licensee shall
cease using (or refrain from commencing use of) the Scala Softw are, and
shall, as applicable, uninstall and/or permanently delete the Scala Software,
Documentation (and any copies thereof) from the computers or computer
system(s) on w hich the Scala Software has been loaded or stored, and return
the Scala Softw are and Documentation, all media on w hich it is stored, all
product packaging, and proof of payment to the Scala Partner (as defined
below ) pursuant to such Scala Partner’s return policy. If Licensee does not
agree to the terms of this Agreement, and has acquired the Scala Softw ar e
as part of a pre-configured computer system on w hich the Scala Softw are has
been installed, Licensee must either promptly cease using the Scala
Softw are, uninstall and/or permanently delete the Scala Software and
Documentation (and any copies thereof) from the computer system(s) on
w hich the Scala Software has been preloaded, or return the pre-configured
system pursuant to the system vendor’s return policy.
1.
DEFINITIONS.
1.1.
“Commencement Date” means the ship date of the Scala Softw are
from Scala or a Scala Partner to the Licensee.
1.2.
“Documentation” means the user guides, tutorials, printed
instructions, reference manuals, and other explanatory materials developed
by Scala that accompany or are stored on or in the Scala Software for use in
connection w ith the Scala Softw are.
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1.3.
“End User” means, as applicable, Licensee or any person or entity
(including, for the avoidance of doubt, any employee or agent of Licensee)
that uses the Scala Software.
1.4.
“Object Code” means the form of Scala Softw are wherein computer
programs are assembled or compiled in magnetic or electronic binary form on
software media, w hich are readable and usable by machines, but not
generally readable by humans w ithout reverse-assembly, reverse-compiling,
or reverse-engineering.
1.5.
“Software Maintenance” means the provision of Software Updates.
1.6.
“Scala Partner” means any Scala Certified Partner, reseller or
distr butor of Scala that sold or licensed the Scala Software to Licensee.
1.7.
“Scala Softw are” means, as applicable, the Object Code form of
Scala Starter Kit, Scala Designer, Scala Player, Scala Content Manager,
Scala Broadcast Server, Scala Ad Manager, EX Modules, software add-ons
or such other Scala software products or access licenses as may be identified
in a purchase order provided to Scala or a Scala Partner, and shall be
deemed to include the Documentation for such Scala Software, the license
keys, clip art, fonts and multimedia files included in such Scala Software, their
related software options, software extensions, software upgrades and
Softw are Updates, and Third Party Software integrated into such identified
products.
1.8.
“Software Updates” means bug fixes, documentation improvements
and feature additions, including all major (i.e., numbered) and minor (i.e.,
point) releases, w hen and if made available by Scala.
1.9.
“Third Party Software” means software, referred to as
redistributable code that is licensed to Scala by third party licensors for
redistribution w ith the Scala Softw are. The redistributable code is the property
of Scala’s licensors, and protected under United States and international
copyright, trade secret or other proprietary rights laws, and international
treaties.
2.
GRANT OF LICENSE RIGHTS.
2.1
License. Subject to the terms, restrictions and limitations set forth
herein, Scala hereby grants to Licensee a non-exclusive, non-transferable,
non-sublicensable license to use (and to permit its End Users to use) the
Object Code version of the Scala Softw are, including any Third Party
Softw are included therein or therew ith, along w ith any graphical, textual,
pictorial, audio or visual w orks or materials incorporated into or delivered w ith
the Scala Softw are, including the Documentation.
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2.2
Term. This Agreement is effective as of the date at w hic h Licensee
accepts the license terms as set forth above, and w ill continue unless
terminated as provided in Sections 7.3 or 8.
2.3.
Scope of License and Use
A.
Internal Use. Licensee may use the Scala Softw are and
Documentation only for its ow n internal use and only on one, single-user
computer. Licensee may internally transfer the Scala Software to a different,
single-user computer (a “Transferred Installation”), provided that the Scala
Softw are and any copies thereof are permanently uninstalled and/or deleted
from the computer from w hich the Scala Software is transferred.
B.
Limitations. In connection w ith the creation, development or
management of content files, and/or the planning or scheduling of information
using Scala Softw are (including, but not limited to, media creation and/or
management, template message creation, metadata, schedules, layouts,
timetables, playlists, or triggers), Licensee may publish or transmit files for
playback (i) to one or more properly licensed individual Scala Players; ( ii) to
an audio visual netw ork of screens showing identical content controlled by a
properly licensed individual Scala Player, and (iii) for preview and approval
purposes over the w eb or other means. Notw ithstanding the above, Licensee
shall not directly or indirectly, use or cause to be used for playback content
files, plans, schedules or other information created, developed or managed
w ith Scala Software without also having properly licensed Scala Software for
the playback devices involved.
C.
Copies. Licensee may make one (1) copy of the Scala Software
and one (1) copy of the related Documentation for archival or back-up
purposes, only.
D.
Third Party Softw are. The license granted hereunder includes the
right of Licensee to use the Third Party Softw are in Object Code form, solely
in connection w ith the authorized operation and use of the Scala Softw are in
conformance with the terms and conditions of this Agreement. For the
avoidance of doubt, Licensee may not decouple, disassemble or otherw ise
separate the Third Party Softw are from the Scala Softw are or use the Third
Party Softw are except in connection w ith the use and operation of the Scala
Softw are as permitted hereunder.
E.
Restrictions. The Scala Software is licensed, not sold. This
Agreement only gives you some rights to use the Scala Softw are. Scala
reserves all other rights. Unless and solely to the extent otherw ise permitted
under applicable law , you may use the Scala Softw are only as expressly
permitted in this Agreement. Except as expressly permitted under applicable
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law , or as otherw ise agreed to in w riting by Scala, Licensee shall not, and
shall not permit any End User to: (i) w ork around any technical limitations in
the Scala Softw are; (ii) publish the Scala Software for others to copy; (iii)
make more copies of the Scala Softw are than authorized under this
Agreement ; (iv) sell, lease, rent, redistribute, assign, sublicense, or transfer
the Scala Softw are and/or Third Party Softw are; (v) reproduce, decompile,
reverse engineer or disassemble the Scala Softw are and/or Third Party
Softw are; (vi) offer the use of the Scala Softw are to third parties as an
application service provider, service bureau or remote-hosted service; or (vii)
deliver, export, transfer or otherwise distribute the Scala Softw are acquired
hereunder to, or use the Scala Software acquired hereunder in, a country
other than the country in w hich the Scala Software was purchased (including,
for the avoidance of doubt, in connection w ith a Transferred Installation).
3.
LICENSE AND OTHER FEES. Licensee agrees to be bound by
and pay the license fee(s) set forth in the Scala Softw are price list in effect as
of the date of purchase. License fees for Scala Software and maintenance
fees for Software Maintenance may be updated and changed at any time.
3.1
Softw are Maintenance Coverage. Where Software Maintenance is
offered upon separate purchase terms from the Scala Software, the Scala
Softw are products are sold w ith an initial period of Software Maintenance
coverage included in the price of the product. Such Initial Maintenance Term
is defined as follow s: With the exception of Player and EX Module Products,
the initial maintenance term of software supplied under this Agreement
commences upon delivery of the product and remains in force for one year.
The initial maintenance term for Player and Player EX Module Products w ill
commence upon delivery of the product and shall remain in force until the
anniversary of the Content Manager renew al date that such software
products are associated with, regardless of the purchase date of the Player or
Player EX Module Products. The initial maintenance term for other EX
Module Products w ill commence upon delivery of the product and shall
remain in force until the anniversary of the renewal date of the product that
such software products are associated with, regardless of the purchase date
of the EX Module Product. During the Initial Maintenance Term, Licensee
shall be entitled to Softw are Updates if and w hen made available by Scala.
All use of Scala Software provided pursuant to Software Maintenance
coverage shall be subject to the terms of this Agreement. Licensee may elect
to continue Softw are Maintenance beyond the Initial Maintenance Term,
subject to availability, upon payment to Scala (or, as applicable, a Scala
Partner) of the Scala annual maintenance fee in effect at the time of renew al.
3.2
Taxes and Duties. Prices to Licensee do not include taxes, duties,
tariffs, handling fees, or other such assessments of any nature. Whenever
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imposed, such assessments are payable by Licensee. Income or other taxes
that are required to be paid or w ithheld by Licensee or Scala under the law s
of jurisdictions other than the United States, in connection w ith the license
and other fees paid by Licensee hereunder, are the sole obligation of
Licensee and shall be exclusive of the license and other fees paid by
Licensee.
3.3
Other Services. Licensee acknowledges that any additional
services offered by Scala, such as installation, customization or professional
services, are not provided under this Agreement, and any such services to be
provided by Scala (or, as applicable, a Scala Partner) shall be subject to the
mutual agreement of the parties, the terms and conditions for w hich shall be
set forth in a separate agreement.
4.
CONFIDENTIAL INFORMATION, TITLE AND COPYRIGHTS.
4.1
Licensee acknow ledges that the Scala Software, Documentation,
Softw are Updates, enhancements, modifications, additions, new releases of
or to the Scala Software contain confidential information of, are trade secrets
of, and are proprietary to Scala and its licensors and that title to such
materials is and shall remain in Scala and its licensors, as the case may be.
Licensee shall maintain in strict confidence the Scala confidential inf ormation,
but, at a minimum, to take those precautions that it utilizes to protect its ow n
confidential information. Licensee shall have no obligation of confidentiality
w ith respect to information that (i) at the time of disclosure is in or becomes
available to the public through no breach of this Agreement on the part of the
Licensee; (ii) w as lawfully in Licensee’s possession prior to receipt from
Scala; (iii) is received independently from a third party free to law fully disclose
such confidential information to Licensee and w ho does not ow e an obligation
to Scala w ith respect to confidential information; (iv) Licensee independently
develops w ithout the benefit of any confidential information disclosed
hereunder or (v) is required to be disclosed by a government agency;
provided that the Licensee w ill use best efforts to minimize such disclosure
and w ill notify Scala promptly of any such demand, order or judgment in order
to permit Scala to seek an appropriate protective order.
4.2
All applicable rights to patents, copyrights, trademarks and trade
secrets in the Scala Softw are and other proprietary materials are and shall
remain in Scala and its licensors. Licensee shall not assert any right, title or
interest in the Scala Software or other materials provided to Licensee under
this Agreement, except for the limited license rights expressly granted to
Licensee hereunder.
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4.3
Licensee shall not obscure or remove any copyright or other
proprietary notice or legend contained on or included in the Scala Softw are
and shall reproduce all such information on all copies made hereunder.
Licensee shall not, directly or indirectly, disclose or distr bute any technical
information of Scala provided w ith or in the Scala Softw are without the prior
w ritten consent of Scala, which consent may be w ithheld at Scala’s sole
discretion.
5.
LIMITED WARRANTIES.
5.1
Media and Documentation. Scala w arrants that if the media or
Documentation is in a damaged or physically defective condition at the time
the Scala Softw are is delivered to Licensee, and if such media or
Documentation is returned to Scala w ithin thirty (30) days of the effective date
of this Agreement, Scala w ill provide Licensee w ith a replacement at no
charge.
5.2
Softw are Limited Warranty and Remedy.
A.
Provided that Licensee is not in breach of any of its obligations
under this Agreement, and in addition to the w arranty set forth in Section 5.1,
Scala w arrants for a period of thirty (30) days from the Commencement Date
(“Warranty Period”), that the software will substantially conform to the
Documentation provided by Scala w ith the Scala Softw are. Licensee’s sole
remedy and Scala’s and Scala Partner’s sole obligation under this Agreement
for breach of this w arranty is, at Scala’s sole option, (i) the remedy of the
nonconformity or (ii) the authorization of a refund for the price paid for the
media and or Scala Softw are by Scala or the Scala Partner from w hich the
Scala Software was originally obtained. Any request for the above remedies
must be made w ithin the Warranty Period and proof of purchase (i.e., copy of
the invoice or receipt) is required to be presented to Scala. In the event of a
refund, this Agreement w ill immediately terminate w ithout further notice, and
Licensee w ill have no further rights or license to use Scala Software or
Documentation.
B.
Any replacement software or media w ill be w arranted for the
remainder of the original Warranty Period or for an additional thirty (30) days
w hichever is longer.
C.
This limited w arranty is void if nonconformance of the Scala
Softw are results from or is related to the (i) improper installation or operation
of the Scala Softw are by or on behalf of the Licensee, (ii) failure of Licensee’s
hardw are or non-Scala software, (iii) incompat bility of such hardw are and
non-Scala software systems with Scala Software, (iv) alteration, modification
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or unauthorized integration of Scala Softw are by or on behalf of Licensee, or
(v) accident, abuse or misapplication of Scala Software.
D.
If the Scala Softw are is provided as a trial or evaluation version, the
grant of the license to use the Softw are shall be on an “AS IS” basis and
subject to the express limitations of the trial. Unless Licensee shall have
entered into a separate w ritten license agreement prior to the expiration or
termination of the trial period, Licensee agrees to cease all use of the Scala
Softw are provided on a trial or evaluation basis and to return such Scala
Softw are, or to return any license keys and destroy or permanently delete any
and all copies of such Scala Softw are.
5.3
Disclaimer of Warranties. SCALA AND ITS LICENSORS MAKE
NO WARRANTY, REPRESENTATION OR PROMISE EXCEPT AS
SPECIFICALLY SET FORTH IN THIS AGREEMENT. TO THE FULLEST
EXTENT PERMITTED BY LAW, SCALA AND ITS LICENSORS DISCLAIM
AND EXCLUDE ANY AND ALL OTHER WARRANTIES, INCLUDING
WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR
RESULTS. SCALA AND ITS LICENSORS DO NOT WARRANT THAT THE
SCALA SOFTWARE OR DOCUMENTATION WILL SATISFY LICENSEE’S
REQUIREMENTS; THAT THE SCALA SOFTWARE AND
DOCUMENTATION ARE WITHOUT DEFECT OR ERROR; OR THAT THE
OPERATION OF THE SCALA SOFTWARE WILL BE UNINTERRUPTED.
TO THE MAXIMUM EXTENT PERMITTED UNDER THE LAW, THE UN
CONVENTION FOR THE SALE OF GOODS AND THE UNIFORM
COMMERCIAL CODE DO NOT APPLY TO THIS LICENSE AGREEMENT.
6.
LIMITATION OF LIABILITY.
6.1
IN NO EVENT SHALL SCALA OR ITS LICENSORS BE LIABLE
FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR
CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT
LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS
INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER
PECUNIARY LOSS). REGARDLESS OF WHETHER SCALA HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM
EXTENT PERMITTED BY LAW, SCALA’S AGGREGATE LIABILITY
ARISING FROM OR RELATING TO THIS LICENSE OR THE SCALA
SOFTWARE AND DOCUMENTATION IS LIMITED TO THE AMOUNT
ACTUALLY PAID FOR THE LICENSE. SOME JURISDICTIONS DO NOT
ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR
CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR
EXCLUSION MAY NOT APPLY.
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7.
INDEMNIFICATION.
7.1
Scala’s Obligation. Subject to the Licensee indemnification set
forth at Section 7.2 and the restrictions and limitations set forth herein, Scala
shall indemnify and hold harmless Licensee, its officers, directors and
employees from and against any costs or demands aw arded against
Licensee by a court of competent jurisdiction pursuant to a final judgment as
a result of a claim or action by a third party against Licensee that the Scala
Softw are or Documentation infringes a registered copyright, trademark, valid
patent or other intellectual property right of a third party in North America,
European Economic Area or Japan. The foregoing indemnity is conditioned
on Licensee (i) promptly notifying Scala of such claim; (ii) permitting Scala to
control the response thereto and the defense thereof, including any
agreement relating to the settlement thereof, and (iii) assisting and
cooperating w ith Scala, at Scala’s expense, in the defense or settlement
thereof. Licensee may participate, at its ow n expense, in such defense
directly or through counsel of its choice on a monitoring, non-controlling
basis. Scala shall obtain Licensee’s prior w ritten consent to any compromise
or settlement of any claim w hich would require an admission of liability on the
part of Licensee or w hich would subject Licensee to any injunction or other
equitable relief. Notw ithstanding the foregoing, in no event shall Scala or its
licensors be liable to indemnify, defend, settle or hold Licensee harmless from
and against any or all claims w hich allege infringement of intellectual property
that reads upon or is infringed by a generally recognized audio, video,
technology or patent standard, including w ithout limitation MPEG-1, MPEG-2,
MPEG-4, JPEG, DV, Flash, VC-1, AAC, AC-3, DVCPRO or AVS (each
including all profiles, options, parts or levels);
7.2
Scala shall have no obligation under Section 7.1, and otherw ise will
have no liability for, any claim of infringement caused or alleged to be caused
by: (i) the use or combination of the Scala Softw are with non-Scala software,
hardw are, data, or content, including but not limited to software, hardware,
data, or content of Licensee; (ii) infringement that w ould have been avoided
w ithout the use or combination of the Scala Softw are with other non-Scala
software, hardware, content, or data; (iii) the presence of any alteration or
modification of the Scala Softw are by Licensee or any third party acting on
Licensee's behalf; or (iv) the Licensee's continuing the allegedly infringing
activity after being notified thereof or after being informed and provided w ith
modifications that w ould have avoided the alleged infringement.
7.3
In the event that a claim of infringement of a valid North American,
European Economic Area or Japanese software patent or copyright is made
against Scala or Licensee or if Scala reasonably believes that such a claim
w ill be made, Scala, at its option and in lieu of indemnification, may (a)
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procure for Licensee the right to use the Scala Softw are without patent or
copyright infringement; (b) modify the Scala Software to make it noninfringing; (c) replace the Scala Softw are with substantially equivalent
software that is non-infringing; or (d) direct Licensee to cease use of the
Scala Software, and refund to Licensee a percentage of the aggregate fees
received for such Scala Software that are the subject of such a claim, based
on a five (5) year straight line depreciation
7.4
The foregoing Sections 7.1-7.3 set forth the exclusive remedy and
entire liability and obligation of Scala w ith respect to third party claims against
Licensee alleging intellectual property infringement or misappropriation.
7.5
Licensee Obligation. Except for the infringement claims set forth in
Section 7.1, Licensee shall indemnify, defend and hold Scala, its directors,
officers, agents and employees harmless from any claims, demands, or
causes of action w hatsoever by a third party against Scala arising as a result
of Licensee’s use or operation of the Scala Software. For the avoidance of
doubt, and w ithout limiting the scope of the immediately preceding sentence,
Licensee shall indemnify, defend and hold Scala, its directors, officers, agents
and employees harmless from any third party claims, demands, or causes of
action w hatsoever arising from or related to the display, broadcast,
reproduction, performance or other use or distribution of audio, visual,
graphical and textual information developed by or on behalf of Licensee and
not included in the Scala Softw are.
8.
TERMINATION.
8.1
By Licensee. Licensee may terminate this Agreement at any time
w ithout notice to Scala. The license fee is not refundable and Scala w ill have
no obligation to refund any amounts paid by Licensee under this Agreement
upon its termination (except for any right of refund as set forth in Sections 5
and 7.3).
8.2
Scala. Scala may terminate this Agreement and all licenses
granted hereunder upon thirty (30) days prior w ritten notice if Licensee fails to
comply w ith any of the terms and conditions of this Agreement or any
Schedule to this Agreement, and such noncompliance is not cured w ithin
such thirty (30) day period.
8.3
Return of Softw are. Upon any termination of this Agreement,
Licensee must cease all use of the Scala Softw are, and return to Scala all
copies of the Scala Softw are, including license keys, together w ith the
Documentation, or shall return all license keys and certify to Scala’s
reasonable satisfaction the destruction or permanent deletion of all copies of
the Scala Softw are and Documentation from its computer systems.
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9.
GENERAL.
9.1
Audit Rights. Scala shall have the right reasonably to audit the
deployment and use of the Scala Softw are by Licensee, including w ithout
limitation Licensee’s conformance with the provisions of Section 3 herein.
Licensee agrees to cooperate w ith Scala’s reasonable request for access to
Licensee’s computer systems to ensure Licensee’s adherence with the
license terms hereunder.
9.2
Purchase in Canada. If Licensee acquired this software in Canada,
Licensee agrees to the follow ing: The parties hereto have expressly required
that the present Agreement and any exhibits hereto be draw n up in the
English language. / Les parties aux présentes ont expressément exigé que la
présente convention et ses Annexes soient rédigées en langue anglaise.
9.3
Notices. Any notice required or permitted to be given by Licensee
hereunder shall be in w riting and shall be deemed to have been duly given (i)
upon hand delivery, (ii) on the third day follow ing delivery to the postal service
as certified mail, return receipt requested and postage prepaid, or (iii) on the
first day follow ing delivery to a recognized overnight courier service, fee
prepaid and return receipt or other confirmation of delivery requested. Any
such notice shall be delivered or sent to Scala at the address as set forth
below , or to such other address as Scala may designate from time to time.
Scala, Inc., 350 Eagleview Boulevard, Suite 350, Exton, PA 19341, USA.
NOTICE ABOUT THE MPEG-2 VISUAL STANDARD. This software may
include MPEG-2 visual decoding technology. MPEG LA, L.L.C. requires this
notice: USE OF THIS PRODUCT IN ANY MANNER THAT COMPLIES WITH
THE MPEG 2 VISUAL STANDARD IS PROHIBITED, EXCEPT FOR USE
DIRECTLY RELATED TO (A) DATA OR INFORMATION (i) GENERATED BY
AND OBTAINED WITHOUT CHARGE FROM A CONSUMER NOT
THEREBY ENGAGED IN A BUSINESS ENTERPRISE, AND (ii) FOR
PERSONAL USE ONLY; AND (B) OTHER USES SPECIFICALLY AND
SEPARATELY LICENSED BY MPEG LA, L.L.C. If you have questions about
the MPEG-2 visual standard, please contact MPEG LA, L.L.C., 250 Steele
Street, Suite 300, Denver, Colorado 80206; http://www.mpegla.com.
NOTICE ABOUT THE AVC VISUAL STANDARD. This software may include
AVC visual decoding technology. MPEG LA, L.L.C. requires this notice: THIS
PRODUCT IS LICENSED UNDER THE AVC PATENT PORTFOLIO
LICENSE FOR THE PERSONAL USE OF A CONSUMER OR OTHER USES
IN WHICH IT DOES NOT RECEIVE REMUNERATION TO (i) ENCODE
VIDEO IN COMPLIANCE WITH THE AVC STANDARD (“AVC VIDEO”)
AND/OR (ii) DECODE AVC VIDEO THAT WAS ENCODED BY A
CONSUMER ENGAGED IN A PERSONAL ACTIVITY AND/OR WAS
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OBTAINED FROM A VIDEO PROVIDER LICENSED TO PROVIDE AVC
VIDEO. NO LICENSE IS GRANTED OR SHALL BE IMPLIED FOR ANY
OTHER USE. ADDITIONAL INFORMATION MAY BE OBTAINED FROM
MPEG LA, L.L.C. SEE HTTP://WWW.MPEGLA.COM
9.4
Governing Law .
A. United States Sales. If you acquired the Scala Softw are in the United
States, Pennsylvania state law governs the interpretation of this agreement
and applies to claims for breach of it, regardless of conflict of laws principles.
B. Sales Outside the United States. If you acquired the Scala Software in any
other country outside the United States, the law s of the country of the
majority-ow ned Scala subsidiary that sold the Scala Software to you applies,
regardless of such country’s conflicts of law provisions.
9.5
Legal Effect. This Agreement descr bes certain legal rights. You
may have other rights under the law s of your state or country. You may also
have rights w ith respect to the party from w hom you acquired the Scala
Softw are. This Agreement does not change your rights under the law s of your
state or country if the law s of your state or country do not permit it to do so.
9.6
U.S. Government Restricted Rights Legend. The Scala Softw are,
hardw are, and Documentation provided under this Agreement bear restricted
rights. Use, duplication, or disclosure by the U.S. Government is subject to
restrictions as set forth in subparagraph (c)(1)(ii) of the rights in technical data
and computer software clause at DFARS 252.227-7013 or subparagraphs
(c)(1) and (2) of the Commercial Computer Software Restricted Rights clause
at 48 CFR 52.277-19, as applicable. Scala, Inc., 350 Eagleview Boulevard,
Suite 350; Exton, PA 19341 USA.
9.7
Assignment. Neither party may assign any rights, duties,
obligations or privileges under this Agreement w ithout the prior w ritten
consent of the other party. A change of control or ow nership shall not be
deemed to be an assignment under this Section so long as the new ow ner
has expressly assumed in w riting all of the duties and obligations of the
assignor and further provided, that Licensee shall remain liable and
responsible to Scala (and its licensors) for the performance and observance
of all such duties and obligations.
9.8
Severability. Should any part or provision of this Agreement be
held unenforceable or in conflict w ith the law of any jurisdiction, the validity of
the remaining parts or provisions shall not be affected by such holding.
9.9
Limitation on Effect of Waiver. Failure on the part of Scala to
exercise, or Scala’s delay in exercising, any of Scala’s rights hereunder shall
not be construed as a w aiver or w aiver of other breaches of this Agreement.
Any single or partial exercise by a party of any right shall not preclude any
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other or future exercise thereof or the exercise of any other right in the
Agreement.
9.10
Entire Agreement. This Agreement contains the entire
understanding of the parties w ith respect to the transactions contemplated
and supersedes any prior agreements or understandings among the parties
w ith respect to the subject matter hereof. This Agreement may be amended
only by a w riting that refers to this Agreement and is signed by both parties.
9.11
Export Law Assurances. Licensee acknowledges that the Scala
Softw are included herewith is subject to restrictions and controls imposed
under the U.S. Export Administration Act and Canadian Exportation Law s.
Licensee must comply w ith all domestic and international export law s and
regulations that apply to the software. These law s include restrictions on
destinations, end users and end use. Licensee hereby expressly agrees to
defend, hold harmless and indemnify Scala, its directors, officers, and
employees, from any claim, suit or dispute alleging that Licensee has
exported the Scala Softw are in violation of any domestic or international
export law s.
9.12
Construction. The headings in this Agreement are for convenience
of the parties only. They do not constitute a portion of this Agreement and
shall not be used in interpreting the construction of this Agreement.
9.13
Third Party Beneficiary. Licensee hereby agrees that the licensors
of Third Party Softw are shall be considered third party beneficiaries of this
Agreement and shall be entitled to bring a direct action against Licensee in
the event of breach of any applicable provisions of this Agreement, pursuant
to the terms and conditions of this Agreement.
9.14
Force Majeure. Neither party shall be in default if failure to
perform any obligation hereunder is caused solely by unforeseen supervening
conditions beyond that party’s reasonable control, w hich could not have been
prevented by the non-performing party’s reasonable precautions,
commercially accepted processes or substitute services, including acts of
God, civil disturbances, strikes and labor disputes.
9.15
Negation of Agency and Similar Relationships. Nothing contained
in this Agreement shall be deemed to create an agency, joint venture or
partnership relationship.
71

Designer Getting Started Guide

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